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| [December 21, 2012] |
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News Corporation Files Registration Statement for Planned Separation of Businesses
NEW YORK --(Business Wire)--
News Corporation (NASDAQ: NWS, NWSA; ASX: NWS, NWSLV) today filed an
initial Form 10 Registration Statement with the U.S. Securities and
Exchange Commission (SEC (News - Alert)). The filing is in connection with the
Company's previously-announced intention to separate its businesses into
two independent, publicly-traded companies.
Today's Form 10 filing initiates a process of providing details about
the new News Corporation and the manner in which the separation will
occur. The new News Corporation will comprise a range of market-leading
brands in newspapers, information services and integrated marketing
services, digital real estate services, book publishing, digital
education, as well as sports programming and pay-TV distribution in
Australia.
"The filing of the Form 10 is another important step forward in the
evolution of our company and in the establishment of two independent
global leaders in Fox Group and the new News Corporation," said Rupert
Murdoch, Chairman and CEO of News Corporation. "Today we are pleased to
provide further details on the new News Corporation - a global
diversified media and information services company uniquely positioned
to take advantage of exciting growth opportunities and new business
models."
The Form 10 is available on the SEC's website at www.sec.gov
and at http://www.newscorp.com/investor.
News Corporation also filed today with the SEC a preliminary proxy
statement regarding a meeting of its stockholders to consider amendments
to the Company's charter which will enable the consummation of the
separation.
About News Corporation
News Corporation (NASDAQ: NWS, NWSA; ASX: NWS, NWSLV) had total assets
as of September 30, 2012 of approximately US$60 billion and total annual
revenues of approximately US$34 billion. News Corporation is a
diversified global media company with operations in six industry
segments: cable network programming; filmed entertainment; television;
direct broadcast satellite television; publishing; and other. The
activities of News Corporation are conducted principally in the United
States, Continental Europe, the United Kingdom, Australia, Asia and
Latin America.
Cautionary Statement Concerning Forward-Looking Statements
This document contains certain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on management's views and assumptions regarding
future events and business performance, including its expectations with
respect to the proposed transaction. Actual results may differ
materially from these expectations due to changes in global economic,
business, competitive market and regulatory factors. In addition, actual
plans, actions and results relating to the proposed transaction may
differ materially from current expectations as a result of certain risks
and uncertainties, including but not limited to: unanticipated
developments that delay or negatively impact the proposed transaction;
changes in market conditions; disruption to business operations as a
result of the proposed transaction; the inability to retain key
personnel; and the other risks and uncertainties described from time to
time in our filings with the Securities and Exchange Commission. More
detailed information about these and other factors that could affect
future results is contained in our filings with the Securities and
Exchange Commission. There can be no assurance that the proposed
transaction will be completed as anticipated or at all. The
"forward-looking statements" included in this document are made only as
of the date of this document and we do not have any obligation to
publicly update any "forward-looking statements" to reflect subsequent
events or circumstances, except as required by law.
Participants in the Solicitation
The Company and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from the stockholders of
News Corporation in connection with the proposed transaction, if
pursued. Information about the executive officers and directors of News
Corporation and their ownership of News Corporation common stock is set
forth in the Schedule 14A and preliminary proxy statement for News
Corporation's special meeting, which was filed with the Securities and
Exchange Commission on December 20, 2012.
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